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Constitution

Name and headquarters

Article I

1. The European Regional Organization shall be an organization of the FDI in accordance with Chapter 7 of the Regulations of the FDI.

2. Its official name shall be: European Regional Organization of the FDI. It will be referred hereafter as the ERO.

3. ERO is a non-profit association governed by the present statutes and, secondarily, by Articles 60 et seq. of the Swiss Civil Code. It is neutral politically, and nondenominational.

Article II

The Organization's headquarters are located in the State of Geneva, Switzerland. The Organization shall be of unlimited duration.

Objectives

Article III

The organization shall pursue the following objectives:

1. To develop policies, reports and resolutions for submission to the FDI.

2. To co-operate with the various FDI agencies in Europe with regard to the promotion of ERO-objectives.

3. To appoint amongst the members of the Board a regional candidate to the Council of the FDI.

4. To communicate and co-operate with other dental organisations in Europe.

5. To encourage co-operation amongst the national dental associations and national committees of the region in the fields of research, education, practice and public health (both dental and general) for improving national policies relating to health issues.

6. To represent and promote the interests of dentists in professional, political and health issues.

7. To promote activities in member associations based on scientific advancements.

8. To promote the concept of dentistry as an independent profession based on freedom of choice in the relationship between dentist and patient.

9. To support and promote national health policies by formulating common principles and proposals to be adopted in each country.

10. To exchange information on developments in the field of professional and health politics in the member countries.

11. To underline in particular the concern of the profession about dental health, policy and professional issues in member countries.

Membership

Article IV

The organization comprises:

1. Regular members

All regular member associations or national committees, members of the FDI and
countries included in the WHO-list of European member countries, may become a
regular member of the ERO in accordance with Chapter 7.1 of the Regulations of the
FDI Constitution.

2. Associate members

All associate member associations or national committees, members of the FDI and
countries included in the WHO-list of European member countries, may become an
associate member of the ERO.

3. Affiliate members

European or international organizations which have objectives related to the field of
dentistry and represented in countries included in the WHO-list of European member
countries may become an affiliate member of the ERO.

Admission

Article V

5.1 Regular and associate members

Application for regular or associate membership should be made on the application form and sent to Secretary General of ERO.

The applicant shall undertake to:

a. Abide by the Constitution and Rules of Procedure for ERO meetings

b. Fulfil its financial obligations in accordance with article XVIII of this Constitution.

5.2 Affiliate members

Applying affiliate members have to annex to the application for membership their constitution and - if available - further evidences of their professional status.

5.3 Documentation

The documentation has to be submitted in English, French or German, and in an ERO plenary session the decision upon their admission shall be taken. The Secretary General shall inform the members of the ERO and the Executive Director of the FDI of any new admission.

Termination of membership

Article VI

6.1. Resignation:

Membership in the ERO may be terminated by submitting a resignation in writing to the Secretary General. Resignations must be received by 1st October and take effect at the end of the year.

6.2. Failure to fulfil financial obligations:

Termination of membership in the ERO shall be automatic after failure to fulfil financial obligations for two calendar years. After approval of a 2/3 majority at an ERO plenary session, the member may continue in ERO, only as observer, for two more years.

Expulsion


Article VII

Expulsion of membership in the ERO shall be if formal written charges of conduct detrimental to the interest or honour of ERO be presented through the Board in an ERO plenary session in which any decision on the charges has to be taken by two-third-vote (2/3) of the delegates present.

The Secretary General shall inform the members of the ERO and the Executive Director of the FDI of any termination of membership.

Representation

Article VIII

1. Every regular member association or national committee has the right to be represented at the plenary sessions.

2. The following representation shall apply:
0 - 3 000 association members: 1 delegate, 1 alternate
3 001 - 10 000 association members: 2 delegates, 2 alternates
10 001 - 20 000 association members: 3 delegates, 3 alternates
20 001 - 40 000 association members: 4 delegates, 4 alternates
40 001 - …. association members: 5 delegates, 5 alternates

3. If in a country more than one regular member association exists, in the sense of the FDI-Constitution, a national committee must be formed according the FDI recommendations, and it will have the same total representation indicated here above.

4. Every associate member association has the right to send one (1) representative, without a voting right to the plenary sessions.

5. Every affiliate member association has the right to send one (1) representative, without a voting right to the plenary sessions.

6. The member associations shall advise the Secretary General of the names of their delegates and alternates not less than thirty (30) days prior to any ERO plenary session.

7. The Board may invite guests (speakers, representatives of other organizations, etc.) to attend a plenary session.

8. Members of the Council of the FDI have the right to attend any plenary session.

9. There will be at least one plenary session in Europe each year, normally in spring. Voting rights and establishment of the quorum

Article IX

1. Each delegate from a regular member association has one (1) vote.

2. If a delegate is prevented from casting his vote, it may be transferred to an alternate of the same delegation.

3. The quorum is established if 50% of all the delegates are present.

4. A member association which has not fulfilled its financial obligations before the beginning of an ERO plenary session, loses the voting right.

5. For adoption of the Constitution and the Rules of Procedure and any amendments thereto a two-third (2/3) majority of the delegates present shall be required.

6. Resolutions and motions for debate must be submitted in writing to the Secretariat at least four (4) weeks before an ERO plenary session, and to the delegates at least two (2) weeks before this plenary session.

7. A resolution and motion is adopted by the simple majority of the delegates voting present.

8. Motions or resolutions which arrive after the deadline may only be adopted in this meeting if this is requested by at least two-thirds (2/3) vote of the delegates present.

Organs

Article X

The organization's organs are:

a. The Plenary session

b. The Board

c. The auditor

The Plenary Session

Article XI

The Plenary Session is the organization's supreme authority. It is composed of all the members.

There will be at least one Plenary Session once each year. It may also meet in extraordinary session whenever necessary, by decision of the Board or at the request of one-fifth of the members.

The Board shall send notice of the meeting to members at least six weeks in advance. The convocation, including the proposed agenda, shall be sent to each member at least 4 weeks prior to the date of the meeting.

Article XII

The Plenary Session:

a) shall approve the admission and expulsion of members;

b) appoints the members of the Board and elects the President, the President -elect, the Secretary-General and two members (one as Treasurer);

c) notes the contents of the reports and financial statements for the year and votes on their adoption;

d) approves the annual budget;

e) supervises the activity of other organs, which it may dismiss, stating the grounds therefore;

f) appoints an auditor for the Organization's accounts;

g) decides on any modification of statutes;

h) decides on the dissolution of the association;

i) fixes the annual membership fees.

The Board

Article XIII

The Board is authorized to carry out all acts that further the purposes of the Organization. It is authorized to manage the Organization's business.

1. Composition:

  • The President
  • The President-Elect
  • The Secretary General
  • The two Board Members (one as Treasurer)

2. Elections:

2.1. The President and the President-Elect are elected into those positions for only one period of three years. The President-Elect becomes President at the end of his term of three years or succeeds the President if the latter does not finish his term.

2.2. The Secretary General and the two board members are elected for one period of three years and can be re-elected once. Elections take place during the plenary session.

2.3. The candidates must be members of regular member associations and must be proposed by their member association or national committee.

2.4. The candidates will send their applications and C.V. at least forty-five (45) days prior to the elections. No applications will be accepted after that date.

2.5. The delegates will receive the list of candidates and their C.V. at least thirty (30) days prior to the plenary session.

2.6. The Board is elected by secret ballot. A candidate with more than 50% of the votes cast is elected. If no candidate has reached more than 50%, or in case of a tied
vote there shall be another ballot and the candidate receiving a simple majority of the votes cast is then elected.

2.7. Two (2) tellers shall be appointed from amongst the delegations of the member associations.

3. Functions:

3.1 The President is the head of the ERO and its official representative.

3.2 The President-Elect deputizes for the President and carries out such other duties as may be assigned to him.

3.3 The Secretary General conducts the day-to-day business.

3.4 The two Board members are responsible for any actions assigned to them by the Board or the Plenary Session. One is acting as Treasurer.

3.5 The Board shall meet at least twice a year.

3.6 The members of the Board can participate in all meetings and proceedings organized within the ERO.

3.7 The Board shall have the responsibility of organizing the relations with the EU Council of European Dentists (CED) and for making the necessary contacts and meetings with it.

3.8 The Board shall be responsible for drawing up rules of procedures and regulations that govern the ERO finances, the ERO work, member subscriptions, etc.

3.9 The regulations shall be circulated to all member associations not later than two (2) weeks after adoption by the Board. The Board may take special advice if required.

3.10 A term of office ends if the dental association which nominated the member of the Board is no longer an ERO member or if the member of the Board is no longer a member of the nominating dental association.

3.11 The Board shall be responsible for the agenda, organization and duration of the plenary sessions.

Article XIV

The Board members act voluntarily and are compensated for their effective and travel costs.

Languages

Article XV

1. English, French and German shall be the official languages.

2. Interpretation in all three (3) languages shall therefore be provided at all Plenary Sessions.

3. Interpretation into other languages may be provided at the expense of the country requiring the service.

4. All important documents shall be translated into these three languages and circulated.

5. The text in the original language is valid for official documents.

Working groups and specialist advisers

Article XVI

1. Working groups may be appointed by the plenary session to consider topics.

2. Joint working groups with the FDI, CED, or other dental bodies may also be established to deal with specific items.

3. Certain assignments may also be entrusted to individuals, for example specialist advisers.

4. In principle, these working groups shall be composed of delegates or alternates, however, other persons may also be nominated with the agreement of the delegates.

5. This rule also applies to the specialist advisers.

6. Each working group chairman must submit to the Secretary General an annual report of activities in time to be presented to the delegates thirty (30) days prior to the ERO plenary session.

Finance

Article XVII

The financial year shall begin on 1st of January and end on 31st of December of each year. The treasurer is responsible for the finances of the association. The auditor appointed by the Plenary Session shall audit the Organization's accounts every year.

Article XVIII

1. ERO is financed by subscriptions from the member associations.

2. The budget and balance sheet shall be presented to the member associations of ERO prior to the plenary session.

3. The budget and balance sheet must be adopted by the simple majority of the delegates voting present.

4. The subscriptions shall be divided according to the FDI actual number of members of the national associations, as per December 31st of the previous year.

5. In exceptional cases and at the request of the Board, special arrangements concerning the amount of the contributions may be fixed in an ERO plenary session.

6. The contributions of the associate and affiliate members are subject to proposal from the ERO-Board to be approved by an ERO plenary session.

7. Any disputes on subscriptions must be resolved at the Plenary Session by the two third (2/3) majority of the delegates voting present.

Article XIX

The Organization shall be validly bound by the signature of the President.

Article XX

The funds shall be used in conformity with the Organization's aims.

In all cases the membership fee for the current year remains due. Members who have resigned or who are excluded have no rights to any part of the Association’s assets.

Only the assets of the Organization may be used to meet commitments. Members have no individual responsibility.

Article XXI

In the case of the Organization being dissolved, the assets should be allotted to a nonprofit organization pursuing goals of public interest similar to those of the organization benefiting from tax exemption. The goods cannot be returned to the founders or members, nor be used to their own profit.

Indemnification of Board, Board Members, Working group presidents and Staff

Article XXII

The ERO shall indemnify and hold harmless the ERO President, ERO Board members, presidents of the ERO Working groups and staff members, against all claims and liabilities and all costs and expenses, including attorney’s fees, reasonably incurred or imposed upon such persons in connection with or resulting from any action, suit or proceeding, or the settlement or compromise of any action taken or omitted to be taken, in good faith, during such person’s term of office.

This right of indemnification shall inure to such persons at the time such liabilities, costs or expenses are imposed or incurred and, in the event of such person’s death, shall extend to such person’s legal representatives.

Effective date

Article XXII

This Constitution is adopted at the Plenary Session in Salvador da Bahia (Brazil) on September 2, 2010. It will govern with immediate effect.

The present Constitution has been approved by the Constituent Plenary Session on December 16, 2010 in Geneva.

For the Organization:

President: Dr. Gerhard Seeberger

Secretary General: Dr. Anna Lella

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